rea

I think that's where we differ in this,Craig. Seems to me that almost any discussion at the RF Board would be about Rangers shares or otherwise investing in club assets and all such discussions would present conflicts for Mr Blair.

i would think most of the discussion would be about raising the money not spending it

Good afternoon,

 

Apologies for butting in to what appears to be a hot debate! My name is Ryan Thomson and I am one of the 23 standing for election to the Rangers First board.

 

I am more than happy to answer / discuss / debate anything regarding my bid to be elected, my views on certain things etc etc.

 

What I would bring (which seems to be the hot word at the moment) is transparency. I'm just a normal fan like yourselves and I would bring from a directors position what I want as a RF member. Constant and continuous dialogue with the RF Members about what is going on.

 

On a few of the other hot topics at the moment - I would like RF to remain separate from other fans groups if a merger were to be put on the table. I would put that case forward, however what I would demand in the strongest of terms would be a poll of the RF members regarding such an important issue. The members must decide at the end of the day if Rangers First is to remain independent, or be a part of a fans group amalgamation.

 

I would like RF to continue with the current 95% / 5% split between share buying and administration costs. RF was created to obtain as large a shareholding within the club as possible and this would be the quickest route to doing so.

 

I live in Shetland, which is a piece away from Glasgow (14 hour boat journey to Aberdeen followed by 3 hour trainride, or 1.5 hour flight), so I don't get to as many games as I would like however I get down to as many games as possible. I am fully transparent, I have no hidden agendas, no history associated with any of the clubs directors / members, or any of the Rangers First directors.

 

As I said I am open to questions either on the public forum or contact me through Twitter.

 

Thank you for your time.

I believe you have signed the "pledge"

If during the one year term a directors business becomes a customer of the Club should they immediately stand down as a director of RF?

Yes, IIRC they voted for a discussion - not a merge per se.

 

Current vote is to replace the board who have ran the organisation so far. I think a few people are standing again.

 

No merge has been agreed. Discussions - including reps of RF - are ongoing with the club, other groups and external consultants. Only when a final plan is proposed will each group have a final vote. That will take a few months yet I'd fancy.

Spot on summary

Apologies for butting in as I'm not a member of RF but obviously those in charge following this election will be involved in ongoing fan talks so I do have some interest.

 

Two quick points.

 

Alan Harris has made an insinuation on RM that I attend board meetings of the club. That is untrue. I have never done so and I'm not sure what he hopes to gain by the insinuation.

 

Second and more importantly for the purpose of your discussion, Mr Harris is quoting rules in this thread that RF have not, as far as I understand, adopted. Supporters Direct are just running their election. RF are not members of SD as far as I know and even if they were would be under no obligation to adopt their rules. It would appear therefore that Mr Harris is quoting from a rulebook that doesn't actually apply to those standing. I've no idea why he would do that but given the comments I've referenced above it does seem he has some difficulty with accuracy.

Far be it for me to agree with you...but in regards to SD you are entirely correct

Perhaps it's my own lack of quality reading material recently but after referencing one nursery rhyme in relation to the phoney sectarianism war in Scotland a couple of weeks back, it seems convenient - if rather disheartening - to quote another today.

 

The most common modern form of the poem in the article title is as follows:

 

Round and round the garden

Went a teddy bear.

One step, two step,

Tickle you under there.

 

This originates from The Oxford Dictionary of Nursery Rhymes and is accompanied by various actions, by the adult on the child or the child on the adult. Ultimately after a short pause before the final line, they launch a (not altogether unexpected) tickle under the arm. Simple fun and I'd be surprised if any of us hadn't played one of the parts over the years.

 

Why the relevance you ask? Well, the obvious teddy bear analogy aside, it seems every single year the Rangers support seems to enjoy dancing in circles when it comes to the progress of its representative groups. And, just as you think we may be getting somewhere, the 'tickle' arrives - though in our case it's definitely expected and certainly more unpleasant in nature.

 

To bring everyone up to speed, we're now into 2016 and the club is currently six months into facilitating negotiations between the various existing fan groups “to create one overarching organisation/body that would encompass all the positive aspects within the various supporters groups.” Further they state such a body would be “made up of democratically elected representatives” and “would operate independently of the Club whilst working collaboratively with it.” This all seems sensible on the face of it and members of each existing group involved in the discussions voted overwhelming for such dialogue - though any final agreement would clearly need to come with the acceptance of a proposal that is still a few months away it seems. Round and round the garden we go...

 

In the interim, one of the main groups, Rangers First (a popular share purchase vehicle with substantial holdings in the club) is currently holding board member elections with over 20 candidates displayed on their website for possible selection. Those applying have a varied background, include a former MP, a former Rangers captain and a former referee along with a solicitor and Glasgow University chaplain both already closely associated with the club. There are also at least three applicants who've previously been involved with other supporters groups. Ergo, it's safe to say the expertise in the candidate list is wide-ranging and of an impressive enough quality. One step, two step...

 

Unfortunately, as is the way with elements of the Rangers support (online at least), the background of each nominee is soon pored over in great detail. That in itself is healthy enough - the organisation deals with huge sums of supporter cash - but if we delve that little bit deeper, the casual observer soon realises there's games being played. One candidate is questioning the conflict of interest of others while several more are looking for pledges to avoid such issues - calling for transparency, whilst failing at the same time to acknowledge their creation of another company which may challenge Rangers First (or indeed any new group) in the future. Disappointing and confusing doesn't quite begin to describe such revelations - not to mention the undisguised glee of some critics. A tickle under there...?

 

First things first, I think Rangers First have to deal with this promptly and with complete transparency. Not only do they need to be clear when it comes to conflicts of interest (this is a fair point, no matter how it is made), each board applicant needs to offer their own individual clarity when it comes to any possible fan group consolidation. Are they prepared to fall on their swords if/when this happens? No problem if not, but I think the voters should be aware of their opinion in advance.

 

Ultimately the usual arguments above comes down to trust. Rangers supporters have been let down repeatedly by those involved with the club in recent years and it's hardly a surprise that we want to avoid similar problems in the future, especially if we're to be involved in the decision-making. Unfortunately, as much as board representation may help in that sense, it could also hinder us if the vehicle is badly thought out. In that sense, is it wise to have just one group? And, if there is, surely it makes sense to avoid allegations of cronyism - however undeserved they may be? When the plan for a single group is finally presented, it will have to do a lot to satisfy concerns in that respect.

 

In a general sense, I doubt many fans are against such consolidation but, as I remarked in WATP magazine last summer, if we’re to truly progress the idea, it will require a maturity and humility that is often difficult to find in a support that remains as volatile as ever. The events of the last few days suggests such qualities remain difficult to find and the Machiavellian-type problems promised board representation can bring will only increase as a new single group edges closer. With that in mind, we not only need to question the process, platform and candidates but our own contribution too. None of us are perfect and we should remember that when criticising others.

Conflicts of Interest are a legal issue and are dealt with by the sitting board concerned, normally by declaration of any conflict relating to the agenda to be discussed at that board meeting.

For whatever reason the phrase "you've got a conflict of interest" appears to be being used as an equivalent to "you cannot and should not stand for election to RF"

This is simply wrong, and in some cases seems to be being used by some candidates to malign others...i suspect this strategy is proving to be entirely transparent, now, to those with votes and could well now be on the way to spectacularly backfire

There are well established recusal processes for a board member to remove themselves from any discussion for which a conflict occurs.

the reality is that in most well functioning boards even though a member may declare an interest to a discussion the rest of the board is normally still confident in the character of the individual concerned to work in an unbiased way.

For clarity as stated online this is entirely unrelated to share ownership or fans groups - It is sadly being used as a deflection from the company this thread is about. Who has decided to make that choice I'll leave for others to speculate on but I am wholly committed to the RF model for fan ownership and have always been a massive advocate of it as I'm sure the majority of you know.

 

When the project is confirmed or denied we will let everyone in our support know - I would sincerely love to show you what some of the plans are but are not able to at this stage

I am happy to vouch for Greg being committed to a member driver RF and that he is not involved in any other project that would take away from this commitment.

Thanks for getting back to me.

 

You'll remember the RFFF firing up? Too few questions were asked of it and subsequently many people have come to regret paying into it. It was a mess from the off but asking serious questions, in some quarters, was deemed to be an act of disloyalty. Basically, it seemed to be about getting the money in and sorting out the details later. It was obvious straight away that it was a glorified way of passing the hat round, but most didn't care about answers never mind questions.

 

Lessons have to be learned. We should ask searching questions of fan groups when they ask for our money.

 

The idea of paying over a monthly sum to RF - in perpetuity - when its vision seems vague does not appeal to me. Fan ownership may still be a long way off, but I'll be riding the RST vehicle. I've paid my money, I have my share, my annual membership will continue and my monthly outgoing is zero.

 

Thanks for the answers.

No problem we will just have to agree to disagree, as i do not feel the vision of RF is vague.

Enjoy

Greg wants RF to stay at just under 30%. He said it earlier in this thread.

 

The get-out clause is always to say - it's up to the members - it's whatever they want.

 

As someone who believes in fan ownership, why would I join a group that might vote to restrict its share in Rangers to less than 30%, maybe even 5%?

 

It's far better to join a group that openly declares that it wants the club owned by the support, that has this as its vision and focus and that won't back off at some future date.

 

That's why I have committed to the RST. I have a clear destination with the Trust. I don't want to be diverted down another road en route.

It is of course up to you to do as you wish, it is just great that you are doing something.

However both organisations would require to ask their members about taking a majority stake.

RF because it has said it will consult its members.

BR because that is the rules of most Community share issue that when you get to the point of potentially taking control you have to ask all the members if they would rather withdraw their share capital. I expect the wording for this will be in the scheme rules somewhere.

So for any indeed either scheme to actually take on the liability of 51% or indeed as the ownership is via a PLC over 29.9% (as you then have to offer for the full 100%) you would have to revert the issue and the cost to the membership.

hope that makes sense.

P.S also worth noting that none of the current parties who "control" the club have a personal or even collective shareholding via proxy of anywhere near 50% + 1

Tell me exactly what RF stands for. Greg here seems happy for it to be a minority shareholder, which I find quite absurd.

 

Is Greg right?

Greg is a member and has rightly pointed out that, while he is perhaps (greg you can confirm) not in favour of a greater than 50% ownership (putting aside that the PLC rules make this really difficult anyway) that it will be upto the membership to decide what to do once RF gets past its first target of 5%.

The principals that RF stands for have been clearly (i hope) articulated, see the video for a summary of the A.C.T principals

All members have committed to be guided by the rule of the majority of the members and fundamentally put Rangers First

Right now, we have a system where anyone can buy a majority share in Rangers. This is not acceptable. Any scheme that leaves the door open to Ashley, Murray or even King is not to be recommended.

 

We know, or at least we should know by now that the ownership of Rangers is a major problem.

 

Making the club more like Barca or Bayern has to be properly investigated. Continuing as we are is no longer a sensible or desirable option.

As i say Rf has been about taking the best from each model but in a way that can be legally applied in UK law.

The sort of legal structures used in Germany for all except about 4 team simply do not exist in a similar form in the UK.

Though interesting some ammendments to a law going through Edinburgh from the Green Party are (sort of) trying to alter this

It would probably be a good thing for the RST and RF to examine fan ownership at clubs in Spain and Germany and any examples elsewhere worth looking at.

 

If major clubs can make member-ownership work for them, surely we can make it work here.

 

Let there be a model for everyone to look at, and if it needs tweaking and adjusting to make it better, we can do it, but it's time to roll out a model and say - this is how it could be.

Indeed, a great deal of research has been done.

There is no one size fits all, and the Fan owned history of many of the larger European Clubs has more to do with the model they find themselves using that perhaps how they would chose to be structured should they be presented with the "blank sheet of paper" option, which is where RF started.

Choosing the best bits from everything but in the context of what the legal structures available in the UK are and what lessons could also be learned from other UK examples.

also important to note that no model is a Panacea....it is not that FO is guaranteed to work or work better but what is guaranteed is the fundamental funders of any Club (the Fans) will have transparency to respond to actual facts in the Clubs running

The RST wants Rangers to be a fan-owned club. It would eventually become something like Barcelona - member-owned - not shareholder owned.

 

RF wants fans to have a minority stake in the club, but only full fan ownership will close the door to the likes of Mike Ashley. What's the point in having 20% of the club if an unpopular party has the other 80%?

The only stated policy of RF is to initially get to 5% which in a PLC gives you certain rights, then 10 and 25% which give you other rights. Upto the members what to do next depending on the ACT principal. Ending at a minority stake is certainly not the policy

In neither a CIC membership scheme or a Community Share issue do you own directly the shares in any Club

Totally agree Bluedell , a major major flaw and has now pushed me into joining the buyrangers scheme

whatever you do key is to join something rather than nothing and join it at a price you can afford, and always check the small print, remember a Community Share purchase financial product that is exempt from regulation....(for reason i will not bore you with)

In a community share issue you do indeed get a Community share that is (sort of) in the Trust that issues it.

This share is technically transferable and can be withdrawn and issue a dividend to the owner of the share, although it is only at the approval of the board of the trust who run the scheme and while you need to be a member of the issuing supporters trust to buy Community Shares you do not need to be a Community Share owner to be a member of the trust.

So the decisions to pay back a Community Share can be made or influenced by those that are not actually contributing to the scheme.

Also there can be issues in Community Shares schemes that are invested at a fixed price (e.g the price you pay for the Comm Share) but that are used to buy something with a variable price e.g a PLC or quoted product, as you can end up chasing cash, especially is share have to be cashed in upon the death of the shareholder.

But as you say you do get to say that you actually own something, a Community Share in a Supporter Trust

A pure membership scheme also has pros and cons, but specifically the CIC model mitigates a number of these.

A low price entry point that is not fixed, like a Community Share price must be, mean the membership can adjust the price point as circumstances change or aims and objectives are met. For example a CIC could reduce the membership fee to a £1 per annum once it had achieved its purchase of the shares in any club....it could even make membership free......key is it would be upto the members to decide.

While in a CIC that starts as a membership scheme you are indeed not buying a "share" just a membership, once a membership has been established this can in fact if the members want to be changed and the CIC can in fact issue shares to those that have been members, via a few routes.

If you do chose to contribute the generous sum of say £50 per month their is nothing to stop you reducing this to the minimum at any point, the CIC however can recognise you larger capital contribution at a later stage if the members want to.

In either even no matter how much you put in as either community shares or CIC membership you only get one vote

The Key to a CIC CLBG initial membership scheme is its flexibilty, it can respond to the wishes of its members with its members money, that is why i like them.

It's a monthly membership fee. You pay whatever you like above the minimum monthly contribution of £5. Don't pay anything you need back, don't pay anything you can't afford. The "return" you get is helping Rangers fans achieve our primary aims. You can cancel at any time, you can alter your payment at any time - up or down.

 

Give what you feel is right for you. For some, that might be £20, for some that might be £50, for some that might be £5.

Yes it is that simple.

Pay what you can afford, if what you can afford changes over time you can pay less to a minimum of £5.

Should the scheme eventually achieve its aims then the members will be able to decide what happens to the fee, and could remove it altogether or make it minimal.

A CIC is a flexible, member controlled organisation, its members will decide.

Hope to get the notes from the last two meeting up tomorrow. Changes being made to website to allow it. First notes were sent out when you registered.

A maximum of 1% will be drawn from monthly DD to cover the costs of collection.

Other expenses to be funded from commercial activity.

There will be no separate membership fee, and no separate cost cover fee.

The minimum monthly donation that will enable you to be a voting member of the CIC will be £5 per month, though it will be possible to give more and U16 will be free.

You can contribute from anywhere in the world on the same basis.

The members will be in control and will have full transparency of the spending of #RangersFirst

The adaption is that you treat HNWI individuals as investors that get a return. rather than investors getting a bigger say.

of course many different models can work, this is just what i proposed that you can donate per month as much as you like for OMOV or you can put more money in (if you can self certify) but get a return.

Part of the Portsmouth Model works on this basis.

Apologies again for the delay and I have not been able to contact Andy at the moment to have him review the following.

 

REPORT OF MEETING TO DISCUSS A RANGERS COMMUNITY INTEREST COMPANY

LOUDEN TAVERN GLASGOW

14 APRIL 2014

 

The room was full with approximately 50 persons representing various bodies and some fans in an individual capacity. (I have asked for clarification of the numbers.)

 

Paul Goodwin, Head of Supporters Direct Scotland, opened the meeting by saying that Community ownership allows an increased level of involvement and engagement by fans leading to financial responsibility, sustainability and transparency by clubs.

 

He gave examples of clubs in fans ownership around the world especially Germany, Spain and Argentina as well as Scotland and England, the most striking example of which was Portsmouth.

 

Richard Atkinson, a member of the Scottish Council of SD and former St Mirren FC Director https://www.linkedin.com/pub/richard-atkinson/28/5b1/699

http://www.bbc.co.uk/sport/0/football/23721154

 

then gave the main presentation.

 

He confirmed (as I said earlier in this thread) that because of its SG funding, SD in Scotland has a wider remit than SD in England (where the Football Supporters Federation undertakes this kind of work). Therefore SDS can speak to anyone interested in Community Ownership of a Scottish Football Club. The motivation (not sure if he said his motivation) is that certain football club assets should be community owned. He gave the following examples:

 

• St Mirren – Target £2 million

 

1007 @ £13.50 per month committed but not drawn down (implying other funding and/or approx a 7.5 year commitment). He said there were community companies who would provide the capital.

 

• Dunfermline – HNW individuals & Donations.

 

Regular giving after the event was approx 1,000 @ £20 per month.

 

• Hearts (FOH) – out of CVA

 

7,600 @ £15.50 per month to repay funder.

Equivalent to approx 50% of season ticket holders.

 

He made it clear that the circumstances were different in each case.

 

• Rangers? should be 20,000 pro rata excluding overseas supporters.

 

Say £15 per month = £3.6 million per year

 

Company Law prescribes:

 

5% shareholding – Can call and EGM (at current prices and assuming availability this would cost £800,000 which he claimed was achievable in 3 months).

 

10% shareholding – can block the purchase of all shares

 

25% shareholding – can block special resolutions e.g. to sell assets

 

30% shareholding – must make an offer for all shares.

FAN OWNERSHIP

 

The purpose of the scheme should be to achieve CONSULTATION and TRANSPARENCY.

 

He said that if the Club was willing to conceded these objectives then it would not be necessary to buy shares but instead the money could be put into special projects e.g. youth academy. “A fans group with sufficient capital can engage with the Club in a number of ways.”

 

A COMMUNITY INTEREST COMPANY is “designed to be wide ranging, open and transparent” (RA) and can have various different structures. A holding company would own the shares. The members would decide who sits as the trustees. The structure would be one member one vote + high net worth individuals.* The company could buy shares from the 12% of individuals who currently own shares in their own right. A CIC must meet the so-called ‘community interest test’.

 

* Here I took slight issue with Richard. According to http://www.supporters-direct.org/wp-content/uploads/2013/11/Supporter_Share_Ownership.pdf “CIC’s that are structured as a CLS or Plc can issue shares but work to the principle of one-share-one-vote, thus allowing an individual, entity or small group of people to have overall control” (page 7) and do not conform to co-op principles and “CICs work to the principle of one-share-one vote, it is also possible for them to issue a category of share that provides certain rights on a one-member- one-vote basis (page 8).

 

Also according to http://www.supporters-direct.org/wp-content/uploads/2012/07/Financing-Supporter-Community-Ownership-Briefing-3.pdf

 

“i) A CIC does not have to conform to co-operative principles.

 

ii) Shareholders in a CIC usually have one vote per share, meaning that the more you invest the more influence you have, which contrasts with the IPS ‘one member one vote’ structure.

 

HOWEVER

 

iii) The CIC model can replicate one member one vote if required or provide for weighted voting.

 

AND

 

iv) There is also the ability to allow for different classes of shareholders or members with different voting rights. This means that a CIC might be useful where both fans and high-net worth investors are involved in the ownership and governance of a club.” (Pages 36/37)

 

So what is clear is that the precise structure of the CIC is critical.

 

Richard said that they have a standard/proposed structure.

 

The differences between the Community Benefit Scheme model (the current RST BuyRangers Scheme) and a CIC are clearly set out in these documents (which were not referred to at the meeting) but according to Richard “the essential difference is that a CIC is not tied to buying shares and has the ability to offer institutional shareholders a different method of return (e.g. by offering them (or others) a coupon or interest on their money at a rate between 0% and 8%.

 

THE WAY FORWARD

 

If it is agreed to form a CIC, Richard proposed that the First Trustee be a solicitor and that the second director is a Corporate Member who he suggested would be SDS. (In my opinion this requires clarification because, so far as I am aware SDS is not itself a legal entity but part of SDUK.) He proposed the formation of a working group under this initial structure which he said would not be legal until a significant number move from the working group to be trustees.

 

He also suggested that one way to kick start the new scheme might be to seek £1 per person.

 

An information page and sign up has been launched on scottishfans.org/rangers.

 

Andy was kind enough to say that I made a plea for unity which was warmly received. I said that under the original IPS Supporters Trust model e.g. Gersave, Arsenal Fanshare Society, the Clubs simply ignored the supporters; under the CBS/RST/BuyRangers scheme the RST were only back to the position they were in with oldco and (if Shoredbear is correct about the numbers paying monthly) it will take them 10-20 years to get to 5% as well as having to raise £100,000+ for a rights issue in order to prevent dilution of their current holding; and that what was needed was a scheme to bring everyone together; and that I saw a CIC as being that vehicle.

 

The meeting closed with those present unanimously agreeing to proceed along the CIC lines suggested.

 

(To be fair to the RST, Gordon Dinnie had left by that point and Christine Somerville was sitting behind me so I do not know if she had her hand raised.)

Thanks for this a few corrections but nothing major.

Main ones a CIC can be established with Coop Articles which is what i refered to, thus ensuring OMOV

You are correct that SDS is a committee of SD rather than company in its own right, and it may or may not be able to be legally or from a policy point of view be a Corp Director of a CIC, the relevant point is its facilitation of the working group as that is what SDS is about, increasing the capacity of Fans to engage with community ownership, not if someone is a trustee or not

Lol...i put a lot of thought into that waist coat!

As I said at the meeting one of the biggest issues with someone coming in from the outside is always the "what is in it for you" question.....and how you actually go about showing there is no hidden agenda.

so happy to make the same pledge as at the meeting that if someone has any reasonable and specific issue thought or concern about any perceived hidden agenda I am happy to contract, sign or pledge publicly with regard to that issue so that it is completely and irrevocably ruled out.

Hopefully I cannot say fairer than that.

though anything to do with waistcoat wearing is OTT!

You mean 4 shares a month? It is a community share issue so diff from an foh style donation to a CLBG

Supporters Trust is an IPS I believe so CBS model.

that is not my experience of how it works.

Some companies do run with unissued share capital most do not in my experience.

From a PLC point of view it is all to do with dilution differences between the selling of new shares v the public issue of pre existing ones

Great Stuff.